PwC Anti - trust Service

Transcription

1 PwC Anti - trust Service August 2015

2 2 PwC

3 Table of Contents 1 Anti - trust Introduction 2 Our Service Offerings 3 Our Credentials - Existing Projects and Relevant Experience 10 Anti-trust Service 1

4 1 Anti - trust Introduction Regulated Conducts Price Related NDRC s Price Supervision & Inspection and Antimonopoly Bureau Horizontal Monopoly Agreements E.g.: price fixing, market division, output/sales restriction, boycott Vertical Monopoly Agreements E.g.: resale price maintenance (RPM) Abuse of Market Dominance E.g.: excessive pricing, predatory pricing, tying/bundling, refusal to deal, exclusive dealing, discrimination Nonprice Related SAIC s Antimonopoly and Anti-unfair Competition Enforcement Bureau Merger Review Constitute concentration under Anti-monopoly Law (AML)+ reach the filing threshold MOFCOM s Anti-monopoly Bureau 2 PwC

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6 2 Our Service Offerings Anti - Trust Service Offerings Anti-trust Investigation Merger Control Filings and Monitoring Our service offering General Anti-trust Counselling Anti-trust Compliance Program 4 PwC

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8 Merger Control Filings and Monitoring - Filing Party Pre-notification Services Notification Services Remedies-related Services Notification Assessment Assess whether a particular transaction requires merger control filing in China Pre-Notification Preparation Advise on the PRC merger control regulatory regime and filing process Competition Analysis Provide legal advice on market definition and competition analysis Notification Preparation and Submission Prepare and submit merger control filing materials Represent the filing parties in communications with MOFCOM and hearings held by MOFCOM Remedy Proposal and Negotiation Devise and submit remedy proposals Negotiate remedies with MOFCOM Trustee Service Act as trustees to supervise filing parties implementation of restrictive conditions Merger Control Filings and Monitoring - Relevant Third Party Complaint Submission Represent relevant third parties in submitting complaints to MOFCOM with regard to those failing to submit merger control filings under AML or those failing to fulfil obligations in accordance with MOFCOM s decision Dealing with Inquiries by MOFCOM Advise relevant third parties on properly dealing with inquiries made by MOFCOM about proposed concentrations or remedies Represent relevant third parties in submitting opinions or suggestions regarding the proposed concentrations 6 PwC

9 Anti - trust Investigation Our services assist our clients at all stages in responding to anti-trust investigations, helping minimize potential adverse consequences. Clients who are involved in anti-trust investigations in other roles can also benefit from our services in order to protect their legitimate interests. Dawnraid Preparation Deliver training on dawn-raids Prepare dawn-raid guidelines, manuals and checklists Case Analysis and Strategy Proposal Leniency Application Internal Audit Facilitate Communication with Authorities and Relevant Industrial Associations Rectification Plan Proposal Conduct substantive competition analysis and risk assessment of specific cases Advise on strategy in response to investigations Assist client to prepare relevant documents required by competition authorities Assess the strengths, merits and potential consequences of a possible leniency application Provide strategic advice on how to apply for leniency under the PRC laws and policies Prepare and submit leniency application Review and assess the legal implications of all relevant documents Conduct on-site interview to identify potential issues Carry out internal anti-trust violation audits and assist in preparing selfinvestigation reports Review and assess the legal implications of all relevant documents/evidence collected by the competition authorities Properly communicate and negotiate with the competition authorities, regulatory agencies, and relevant industrial associations Design and submit rectification proposals Communicate and negotiate with the competition authorities on the rectification plan Services for Those Involved in Investigations in Other Different Roles Represent clients who are requested by the competition authorities to assist with investigations of their competitors or suppliers Assist companies to file complaints to the competition authorities in relation to monopolistic behavior of their competitors or suppliers Anti-trust Service 7

10 Anti - trust Compliance Program Improve Employees Awareness of AML Reduce Risk of Violation Minimize Risk of Penalties Compliance Heath Check Risk Analysis and Audit Compliance Manual Compliance Training Conduct a competition compliance health check with regard to the commercial agreements, pricing policies, noncompete arrangements Carry out internal anti-trust risk audit to determine the level of compliance risks Prepare anti-trust compliance manuals, policies and guidelines Deliver anti-trust law compliance training workshops 8 PwC

11 General Anti - trust Legal Advice On-going legal advice concerning various issues involved in dealings with competitors, customers, suppliers and other competitive commercial behaviors Monopoly Agreement Review and advise on competition issues involved in horizontal agreements Review vertical agreements Review other commercial agreements and competitive behaviors involved in daily operations Administrative Monopoly Review administrative monopolyrelated issues Abuse of Dominance Advise on making assessment of market position Advise on potential abusive practices and other unfair competitive behaviors in relation to daily operations, such as pricing, discounts, tying/bundling, client royalty rebates, and refusal to deal, etc. IP Identification IP licensing issues IP-related Issues IP policies of standards-setting organizations IP misuse Anti-trust Service 9

12 3 Our Credentials Existing Projects & Relevant Experience Existing Projects - Monitoring Trustee Service Marubeni Glencore Service Length 2013~ ~2015 Project Description In May 2013, PwC was appointed by MOFCOM to act as the monitoring trustee for MOFCOM s Decision in respect of certain aspects of the Marubeni acquisition of Gavilon. Following our appointment, PwC has worked closely with MOFCOM, Marubeni/ Gavilon management, their respective local/international counsels and SMEs from PwC US and PwC Japan. In June 2014, PwC was appointed by MOFCOM to act as the monitoring Trustee for MOFCOM's Decision in respect of certain aspects of the Glencore acquisition of Xstrata. Following our appointment, PwC has worked closely with MOFCOM, legal advisor and sector SMEs from PwC Switzerland. 10 PwC

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14 Relevant Experience - Merger Control Represented Tata Motors on merger control filing in PRC with regard to its acquisition of Jaguar and Land Rover businesses from Ford Represented Robert Bosch on merger control filing in PRC with regard to its acquisition of a European energy company Represented Daimler AG on merger control filing in PRC with regard to its establishment of a joint venture with a Japanese multinational company to manufacture certain plastics components for automotive applications Represented Saint-Gobain on merger control filing in PRC with regard to its establishment of joint venture with a Japanese manufacturer for the manufacturing of component of OLED lighting Represented Areva and Gamesa on merger control filing in PRC with regard to its establishment of joint venture to manufacture offshore wind turbine Represented three world leading auto parts manufacturers on merger control filing in PRC with regard to its two concurrent transactions Represented Daimler AG on merger control filing in PRC with regard to its establishment of a joint venture with a leading German group to manufacture a key component for hybrid and pure electronic vehicles Relevant Experience - Anti-trust Investigation Represented a renowned multinational food company in the NDRC s investigation against vertical price-fixing Provided legal opinions for a statedowned telecommunication company in the NDRC s cartel investigation Advised a leading auto parts manufacturer in the NDRC cartel investigation Advised a leading Japanese auto parts manufacturer on submitting leniency application to the NDRC Advised a leading electronic company on how to properly respond to the antitrust authority s information request in a high-profile investigation on a semiconductor manufacturer Advised a leading Chinese insurance company in NDRC s investigation against price cartel 12 PwC

15 Relevant Experience - Anti-trust Compliance Program Advised NBA on anti-trust compliance in relation to the exercising of intellectual property rights Advised Robert Bosch on anti-trust compliance Provided Robert Bosch with anti-trust compliance training to the senior management of all its PRC subsidiaries and joint ventures Advised MAHLE on reviewing its anti-trust compliance manual and acted as the hotline for its whistleblower system for China Provided antitrust audit training to Volkswagen Provided SHARP with anti-trust compliance review Provided Ingersoll Rand with antitrust compliance review Provided Varian (a world leading medical equipment supplier) with anti-trust compliance review Provided A.O. Smith with anti-trust compliance review Provided antitrust compliance training to China Life Property & Casualty Insurance Company Relevant Experience - General Anti-trust Legal Advice Assisted Daimler AG on reviewing anti-trust issues concerning the joint research, development and subsequent distribution of an electric motor product in PRC Assisted a leading German conglomerate on reviewing the noncompete provision in the cooperation agreement with a Chinese enterprise Assisted Daimler Northeast Asia on reviewing its pricing strategy of auto parts from Chinese Anti-trust law perspective Offered Nippon Electric Glass antitrust related legal advice Offered Areva anti-trust related legal advice Anti-trust Service 13

16 Contacts: Stephen J Ducker Tel: stephen.j.ducker@cn.pwc.com Catherine Shen Tel: catherine.x.shen@cn.pwclegal.com William Gee Tel: william.gee@cn.pwc.com Annie Xue Tel: annie.xue@cn.pwclegal.com Sadina Wu Tel: sadina.wu@cn.pwc.com 14 PwC

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18 This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors PwC. All rights reserved. PwC refers to the China member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see for further details. CN C1